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As filed with the Securities and Exchange Commission on July 6, 2000.
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GREY WOLF, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2144774
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10370 RICHMOND AVENUE, SUITE 600 DAVID W. WEHLMANN
HOUSTON, TEXAS 77042 SENIOR VICE PRESIDENT
(713) 435-6100 AND CHIEF FINANCIAL OFFICER
10370 RICHMOND AVENUE, SUITE 600
HOUSTON, TEXAS 77042
(713) 435-6100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Copies To:
NICK D. NICHOLAS
PORTER & HEDGES, L.L.P.
700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002
(713) 226-0600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box, and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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Common Stock, par value $0.10 per share........... 14,714,500(1) $4.79(2) $70,482,455(1)(2) $18,608(1)(2)
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(1) Does not include 53,472,353 shares covered by previous registration
statements and included in the combined prospectus filed herewith pursuant
to Rule 429. Aggregate registration fees of $69,736.50 were paid regarding
the shares covered by such previous registration statements.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis
of the average of the high and low sale prices for the Common Stock on the
American Stock Exchange on July 5, 2000, $4.79 per share.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS AND
ALSO RELATES TO 53,472,353 SHARES OF THE REGISTRANT'S COMMON STOCK PREVIOUSLY
REGISTERED UNDER THE FOLLOWING REGISTRATION STATEMENTS: 333-39683; 333-20423;
333-14783; AND 333-6077.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT OFFER THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JULY 6, 2000
PROSPECTUS
68,186,853 SHARES
GREY WOLF, INC.
COMMON STOCK
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The selling shareholders identified in this prospectus are offering up to
68,186,853 shares of our common stock which are currently issued and
outstanding or are issuable by us upon exercise of options held by the selling
shareholders. The selling shareholders may sell shares of our common stock from
time-to-time in transactions, including block transactions, on the exchanges or
quotation systems on which our common stock may be then listed for trading or
quoted, or in transactions not crossing any exchange or other public market.
Shares may be sold in privately-negotiated transactions, in underwritten
offerings, or by a combination of methods of sale. Sales of shares of common
stock may be made at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.
We are not offering any shares of our common stock for sale under this
prospectus and we will not receive any of the proceeds from the sale of shares
by selling shareholders under this prospectus.
Our common stock is traded on the American Stock Exchange under the symbol
"GW." On July 3, 2000, the last reported sale price of our common stock was
$5.06 per share.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5 IN THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
This prospectus is dated July ___, 2000.
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TABLE OF CONTENTS
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SECTION PAGE
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Where You Can Find More Information.......................................................................................3
Grey Wolf, Inc............................................................................................................4
Forward-looking Statements................................................................................................4
Risk Factors..............................................................................................................5
Selling Shareholders.....................................................................................................12
Plan of Distribution.....................................................................................................15
Legal Matters............................................................................................................16
Experts..................................................................................................................16
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-3
that we filed with the SEC under the Securities Act. This prospectus, which
forms a part of the registration statement, does not contain all the
information set forth in the registration statement. You should refer to the
registration statement and its related exhibits and schedules for further
information with respect to our company and the shares offered in this
prospectus. Statements contained in this prospectus concerning the provisions
of any document are not necessarily complete and, in each instance, reference
is made to the copy of that document filed as an exhibit to the registration
statement or otherwise filed with the SEC and each such statement is qualified
by this reference. The registration statement and its exhibits and schedules
are on file at the offices of the SEC and may be inspected without charge.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the Public Reference Room. Our public
filings arc also available from commercial document retrieval services and at
the Internet World Wide Web site maintained by the SEC at "http://www.sec.gov."
SEC rules allow us to include some of the information required to be in
the registration statement by incorporating that information by reference to
other documents we file with them. That means we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until all of the securities
covered by this prospectus are sold:
o our Annual Report on Form 10-K for the year ended December
31, 1999;
o our Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
o our Current Report on Form 8-K filed on March 31, 2000;
o our Definitive Proxy Statement on Schedule 14A dated April 4,
2000;
o the description of our common stock contained in our current
report on Form 8-K dated October 6, 1997; and
o the description of our preferred stock purchase rights
contained in our registration statement on Form 8-A/A filed
with the SEC on October 9, 1998.
You may request a copy of these filings, which we will provide to you
at no cost, by telephoning or writing us at the following address:
Grey Wolf, Inc.
10370 Richmond Avenue, Suite 600
Houston, Texas 77042-4136
(713) 435-6100
You should rely only on the information incorporated by reference or
contained this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. The selling shareholders
are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information
appearing in this prospectus is accurate as of the date on the front cover of
this prospectus only. Our business, financial condition, results of operations
and prospects may have changed since that date.
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GREY WOLF, INC.
We are a leading provider of contract land drilling services in the
United States with a domestic fleet of 120 rigs, of which 108 are marketable.
Of the 108 marketable rigs, 77 rigs are marketed while 31 are cold-stacked. We
also have an inventory of 12 non-marketed rigs located in the United States
which are held for refurbishment as demand for drilling services warrants. In
addition to our domestic operations, we maintain a fleet of five non-marketed
rigs in Venezuela, giving us a total of 125 rigs. Our core markets are in
Ark-La-Tex, the Gulf Coast, Mississippi/Alabama and South Texas markets. Our
customers are independent oil and gas producers and major oil companies. We
conduct our operations through our subsidiaries.
Our principal office is located at 10370 Richmond Avenue, Suite 600,
Houston, Texas 77042-4136, and our telephone number is (713) 435-6100.
FORWARD-LOOKING STATEMENTS
The statements in this prospectus and the documents incorporated by
reference that relate to matters that are not historical facts are
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Forward-looking statements
are subject to risks, uncertainties and assumptions, including those discussed
elsewhere in this prospectus. When used in this prospectus and the documents
incorporated by reference, words such as "anticipate," "believe," "expect,"
"plan," "intend," "estimate," "project," "will," "could," "may," "predict," and
similar expressions are intended to identify forward-looking statements. Future
events and actual results may differ materially from the results expressed in
or implied by the forward-looking statements. Factors that might cause such a
difference include:
o fluctuations in prices and demand for oil and gas;
o fluctuations in levels of oil and gas exploration and
development activities;
o fluctuations in the demand for contract land drilling
services;
o the existence and competitive responses of our competitors;
o technological changes and developments in the industry;
o the existence of operating risks inherent in the contract
land drilling industry; and
o U.S. and global economic conditions.
The information contained in this prospectus, including the
information presented under the heading "Risk Factors," identifies additional
factors that could affect our operating results and performance. We urge you to
carefully consider those factors.
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RISK FACTORS
An investment in our common stock is very risky. You should carefully
consider the following risk factors and all of the other information set forth
or incorporated by reference in this prospectus before you purchase our common
stock.
OUR BUSINESS CAN BE ADVERSELY AFFECTED BY LOW OIL AND GAS PRICES AND
EXPECTATIONS OF LOW PRICES.
As a supplier of land drilling services, our business depends on the
level of drilling activity by oil and gas exploration and production companies
operating in the geographic markets where we operate. The number of wells they
choose to drill is strongly influenced by past trends in oil and gas prices,
current prices, and their outlook for future oil and gas prices within those
geographic markets. Low oil and gas prices, or the perception among oil and gas
companies that future prices are likely to decline, can materially and
adversely affect us in many ways, including:
o our revenues, cash flows and earnings;
o the fair market value of our rig fleet;
o our ability to maintain or increase our borrowing capacity;
o our ability to obtain additional capital to finance our
business and make acquisitions, and the cost of that capital;
and
o our ability to retain skilled rig personnel who we would need
in the event of a upturn in the demand for our services.
Oil and gas prices have been volatile historically and, we believe,
will continue to be so in the future. Many factors beyond our control affect
oil and gas prices, including:
o weather conditions in the United States and elsewhere;
o economic conditions in the United States and elsewhere;
o actions by OPEC, the Organization of Petroleum Exporting
Countries;
o political stability in the Middle East and other major
producing regions;
o governmental regulations, both domestic and foreign;
o the pace adopted by foreign governments for exploration of
their national reserves;
o the price of foreign imports of oil and gas; and
o the overall supply and demand for oil and gas.
WE OPERATE IN A HIGHLY COMPETITIVE, FRAGMENTED INDUSTRY IN WHICH PRICE
COMPETITION IS INTENSE.
The drilling contracts we compete for are usually awarded on the basis
of competitive bids. Pricing and rig availability are the primary factors
considered by our potential customers in determining which drilling contractor
to select. We believe other factors are also important. Among those factors
are:
o the type and condition of drilling rigs;
o the quality of service and experience of rig crews;
o the safety record of the rig;
o the offering of ancillary services; and
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o the ability to provide drilling equipment adaptable to, and
personnel familiar with, new technologies and drilling
techniques.
While we must generally be competitive in our pricing, our competitive
strategy generally emphasizes the quality of our equipment, the safety record
of our rigs and the experience of our rig crews to differentiate us from our
competitors. This strategy is less effective as lower demand for drilling
services intensifies price competition and makes it more difficult for us to
compete on the basis of factors other than price. In all of the markets in
which we compete, an over supply of rigs can cause greater price competition.
Contract drilling companies compete primarily on a regional basis, and
the intensity of competition may vary significantly from region to region at
any particular time. If demand for drilling services improves in a region where
we operate, our competitors might respond by moving in suitable rigs from other
regions. An influx of rigs from other regions could rapidly intensify
competition and make any improvement in demand for drilling rigs short-lived.
WE FACE COMPETITION FROM MANY COMPETITORS WITH GREATER RESOURCES.
Certain of our competitors have greater financial and human resources
than we do. Their greater capabilities in these areas may enable them to:
o better withstand periods of low rig utilization;
o compete more effectively on the basis of price and
technology;
o retain skilled rig personnel; and
o build new rigs or acquire and refurbish existing rigs so as
to be able to place rigs into service more quickly than us in
periods of high drilling demand.
OUR DRILLING OPERATIONS INVOLVE INHERENT RISKS OF LOSS WHICH IF NOT INSURED OR
INDEMNIFIED AGAINST COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Our business is subject to the many hazards inherent in the land
drilling business, including the risks of:
o blowouts;
o fires and explosions;
o collapse of the borehole;
o lost or stuck drill strings; and
o damage or loss from natural disasters.
We attempt to obtain indemnification from our customers by contract
for certain of these risks under daywork contracts but are not always able to
do so. We also seek to protect ourselves from some but not all operating
hazards through insurance coverage.
If these hazards occur they can produce substantial liabilities to us
from, among other things:
o suspension of drilling operations;
o damage to the environment;
o damage to, or destruction of our property and equipment and
that of others;
o personal injury and loss of life; and
o damage to producing or potentially productive oil and gas
formations through which we drill.
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The indemnification we receive from our customers and our own
insurance coverage may not, however, be sufficient to protect us against
liability for all consequences of disasters, personal injury and property
damage. Additionally, our insurance coverage generally provides that we bear a
portion of the claim through substantial insurance coverage deductibles. The
premiums we pay for insurance policies are also subject to substantial increase
based upon our claims history, which may increase our operating costs. We can
offer you no assurance that our insurance or indemnification arrangements will
adequately protect us against liability from all of the hazards of our
business. We are also subject to the risk that we may be unable to obtain or
renew insurance coverage of the type and amount we desire at reasonable rates.
If we were to incur a significant liability for which we were not fully insured
or indemnified it could have a material adverse effect on our financial
position and results of operations.
OUR OPERATIONS ARE SUBJECT TO DOMESTIC AND FOREIGN ENVIRONMENTAL LAWS THAT MAY
EXPOSE US TO LIABILITIES FOR NONCOMPLIANCE WHICH COULD ADVERSELY AFFECT US.
Many aspects of our operations are subject to domestic and foreign
laws and regulations. For example, our drilling operations are typically
subject to extensive and evolving laws and regulations governing:
o environmental quality;
o pollution control; and
o remediation of environmental contamination.
Our operations are often conducted in or near ecologically sensitive
areas, such as wetlands which are subject to special protective measures and
which may expose us to additional operating costs and liabilities for
noncompliance with applicable laws. The handling of waste materials, some of
which are classified as hazardous substances, is a necessary part of our
operations. Consequently, our operations are subject to stringent regulations
relating to protection of the environment and waste handling which may impose
liability on us for our own noncompliance and, in addition, that of other
parties without regard to whether we were negligent or otherwise at fault. We
may also be exposed to environmental or other liabilities originating from
businesses and assets which we purchased from others. Compliance with
applicable laws and regulations may require us to incur significant expenses
and capital expenditures which could have a material and adverse affect on our
operations by increasing our expenses and limiting our future contract drilling
opportunities.
DESPITE RECENT IMPROVEMENTS, WE ARE STILL EXPERIENCING RELATIVELY WEAK DEMAND
FOR OUR SERVICES DUE, WE BELIEVE, TO UNCERTAINTY ABOUT OIL AND GAS PRICES.
Volatility in oil and gas prices can produce wide swings in the levels
of overall drilling activity in the markets we serve and affect the demand for
our drilling services and the dayrates we can charge for our rigs. Pronounced
downturns in oil and gas prices, or expectations of downturns, can adversely
affect our business.
We believe our operating and financial performance illustrates this
risk. Oil and gas prices generally dropped beginning in late 1997, with
generally lower commodity prices extending well into 1999. Beginning in the
first quarter of 1998, drilling activity in the markets we serve also dropped
significantly, and we experienced significant declines both in the utilization
rates for our rigs and in the dayrates we could charge for them. Our rig
utilization in our core domestic markets was 81% during the first quarter of
1998, declined to an average of 41% for the fiscal year 1999 and was 56% for
the first quarter of 2000. Our average revenue per rig day worked was $9,407 in
the first quarter of 1998, $8,956 for the fiscal year 1999 and $10,616 for the
first quarter of 2000.
Future demand for our rigs may decline and we can offer you no
assurance otherwise. If drilling activity does increase in the areas where we
operate, we cannot assure you that demand for our rigs will also increase.
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IN ADDITION TO TRADE LIABILITIES, WE HAVE $250.0 MILLION IN PRINCIPAL AMOUNT OF
INDEBTEDNESS UNDER OUR SENIOR NOTES AND OUR RECENT OPERATIONS HAVE NOT
GENERATED SUFFICIENT CASH FLOW TO COVER OUR SEMI-ANNUAL INTEREST PAYMENTS OF
APPROXIMATELY $11.1 MILLION.
We are indebted for a total of $250.0 million in principal amount
under our 8-7/8% Senior Notes due 2007. Semi-annual interest payments on the
senior notes of approximately $11.1 million are due on January 1 and July 1 of
each year. For the year ended December 31, 1999, and for the quarter ended
March 31, 2000, our activities consumed net cash rather than provided
additional cash. To meet our debt service obligations under the senior notes
and provide necessary cash, we were required to use our cash on hand.
Our ability in the future to meet our debt service obligations and
reduce our total indebtedness will depend on a number of factors including:
o oil and gas prices;
o demand for our drilling services;
o whether our business strategy is successful;
o levels of interest rates; and
o other financial and business factors that affect us.
Many of these factors are beyond our control.
If we do not generate sufficient cash flow to pay debt service and
repay principal in the future, we will likely be required to use one or more of
the following measures:
o further diminish our cash balances;
o use our existing credit facility;
o obtain additional external financing;
o refinance our indebtedness; and
o sell our assets.
We can give no assurance that any such sources of funds will be
adequate to meet our needs or be available on terms acceptable to us.
WE HAVE HAD ONLY ONE PROFITABLE YEAR SINCE 1991.
We have a history of losses with our only profitable year since 1991
being 1997 in which we had net income of $10.2 million. Whether we are able to
become profitable in the future will depend on many factors, but primarily on
whether we are able to obtain higher utilization rates for our rigs and the
rates we charge for them. Whether we can achieve those goals will largely
depend on oil and gas prices which are beyond our control.
UNEXPECTED COST OVERRUNS ON OUR TURNKEY AND FOOTAGE DRILLING JOBS COULD
ADVERSELY AFFECT US.
We have historically derived a significant portion of our revenues
from turnkey and footage drilling contracts and we expect that they will
continue to represent a significant component of our revenues. The occurrence
of uninsured or under-insured losses or operating cost overruns on our turnkey
and footage jobs could have a material adverse effect on our financial position
and results of operations. Under a typical turnkey or footage drilling
contract, we agree to drill a well for our customer to a specified depth and
under specified conditions for a fixed price. We typically provide technical
expertise and engineering service, as well as most of the equipment required
for the drilling of turnkey and footage wells. We often subcontract for related
services. Under typical turnkey drilling arrangements, we do not receive
progress payments and are
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entitled to be paid by our customer only after we have performed the terms of
the drilling contract in full. For these reasons, the risk to us under turnkey
and footage drilling contracts is substantially greater than for wells drilled
on a daywork basis because we must assume most of the risks associated with
drilling operations that are generally assumed by our customer under a daywork
contract. Although we attempt to obtain insurance coverage to reduce certain of
the risks inherent in our turnkey and footage drilling operations, we can offer
no assurance that adequate coverage will be obtained or will be available in
the future.
WE COULD BE ADVERSELY AFFECTED IF WE LOST THE SERVICES OF CERTAIN OF OUR SENIOR
MANAGERS.
Our business is dependent to a significant extent on a small group of
our executive management personnel. The loss of any one of these individuals
could have a material adverse effect on our financial condition and results of
operations.
OUR INDENTURES AND CREDIT AGREEMENTS MAY PROHIBIT US FROM PARTICIPATION IN
CERTAIN TRANSACTIONS THAT WE MAY CONSIDER ADVANTAGEOUS.
The indentures under which we issued our senior notes contain
restrictions on our ability and the ability of certain of our subsidiaries to
engage in certain types of transactions. These restrictive covenants may
adversely affect our ability to pursue business acquisitions and rig
refurbishments. These include covenants prohibiting or limiting our ability to:
o incur additional indebtedness;
o pay dividends or make other restricted payments;
o sell material assets;
o grant or permit liens to exist on our assets;
o enter into sale and lease-back transactions;
o enter into certain mergers, acquisitions and consolidations;
o make certain investments;
o enter into transactions with related persons; and
o engage in lines of business unrelated to our core land
drilling business.
Our senior secured credit facility also contains covenants restricting
our ability and our subsidiaries' ability to undertake many of the same types
of transactions, and contains financial ratio covenants. They may also limit
our ability to respond to changes in market conditions. Our ability to meet the
financial ratio covenants of our credit agreement can be affected by events and
conditions beyond our control and we may be unable to meet those tests.
Our senior secured credit facility contains default terms that
effectively cross default with the indentures covering our senior notes. If we
breach the covenants in the indentures it could cause our default on our senior
notes, and also under our senior secured credit agreement, and possibly under
other then outstanding debt obligations owed by us or our subsidiaries. If the
indebtedness under our senior secured credit agreement or other indebtedness
owed by us or our subsidiaries is more than $10.0 million and is not paid when
due, or is accelerated by the holders of the debt, then an event of default
under the indenture covering our senior notes would occur. If circumstances
arise in which we are in default under our various credit agreements, our cash
and other assets may be insufficient to repay our indebtedness and that of our
subsidiaries.
WE COULD BE ADVERSELY AFFECTED IF SHORTAGES OF EQUIPMENT, SUPPLIES OR PERSONNEL
OCCUR.
While we are not currently experiencing any shortages, from time to
time there have been shortages of drilling equipment and supplies which we
believe could reoccur. During periods of shortages, the cost and delivery times
of equipment and supplies are substantially greater. In the past, in response
to such shortages, we have formed alliances with various suppliers and
manufacturers that enabled us to reduce our exposure to price increases and
supply shortages.
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Although we have formed many informal supply alliances with equipment
manufacturers and suppliers, and are attempting to establish arrangements to
assure adequate availability of certain necessary equipment and supplies on
satisfactory terms, there can be no assurance that we will be able to do so or
to maintain existing alliances. Shortages of drilling equipment or supplies
could delay and adversely affect our ability to return to service our
cold-stacked or inventory rigs and obtain contracts for our marketable rigs,
which could have a material adverse effect on our financial condition and
results of operations.
Although we have not encountered material difficulty in hiring and
retaining qualified rig crews, such shortages are occurring in the industry. We
may experience shortages of qualified personnel to operate our rigs, which
could have a material adverse effect on our financial condition and results of
operations.
OUR EXISTING DIVIDEND POLICY AND CONTRACTUAL RESTRICTIONS LIMIT OUR ABILITY TO
PAY DIVIDENDS.
We have never declared a cash dividend on our common stock and do not
expect to pay cash dividends on our common stock for the foreseeable future. We
expect that all cash flow generated from our operations in the foreseeable
future will be retained and used to develop or expand our business, pay debt
service and reduce outstanding indebtedness. Furthermore, the terms of our
senior secured credit facility prohibit the payment of dividends without the
prior written consent of the lenders and the terms of the indentures under
which our senior notes are issued also restrict our ability to pay dividends
under certain conditions.
CERTAIN PROVISIONS OF OUR ORGANIZATIONAL DOCUMENTS, SECURITIES AND CREDIT
AGREEMENTS HAVE ANTI-TAKEOVER EFFECTS WHICH MAY PREVENT OUR SHAREHOLDERS FROM
RECEIVING THE MAXIMUM VALUE FOR THEIR SHARES.
Our articles of incorporation, bylaws and securities and credit
agreements contain certain provisions intended to delay or prevent entirely a
change of control transaction not supported by our board of directors, or which
may have that general effect. These measures include:
o classification of our board of directors into three classes,
with each class serving a staggered three year term;
o giving our board of directors the exclusive authority to
adopt, amend or repeal our bylaws and thus prohibiting
shareholders from doing so;
o requiring our shareholders to give advance notice of their
intent to submit a proposal at the annual meeting; and
o limiting the ability of our shareholders to call a special
meeting and act by written consent.
Additionally, the indentures under which our senior notes are issued,
require us to offer to repurchase all senior notes then outstanding at a
purchase price equal to 101% of the principal amount of the senior notes plus
accrued and unpaid interest to the date of purchase in the event that the we
become subject to a change of control, as defined in the indentures. This
feature of the indentures could also have the effect of discouraging
potentially attractive change of control offers.
In addition, we have adopted a shareholder rights plan which may have
the effect of impeding a hostile attempt to acquire control of us.
LARGE AMOUNTS OF OUR COMMON STOCK MAY BE RESOLD INTO THE MARKET IN THE FUTURE
WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY,
EVEN IF OUR BUSINESS IS DOING WELL.
If we issue a significant amount of common stock, convertible
preferred stock or warrants, the market price of our common stock may be
adversely affected.
10
<PAGE> 12
As of June 15, 2000, 179.6 million shares of our common stock were
issued and outstanding. 126.0 million of these shares, or 70.2% are freely
tradeable. The remaining 53.6 million shares, or 29.8% of our issued and
outstanding common stock are restricted shares, but are available for resale in
the public market under our currently effective registration statements or
exemptions from the registration requirements of the Securities and Exchange
Commission. In addition, as of June 15, 2000, we had issued options to purchase
8.6 million shares of common stock and these options are currently exercisable
for 3.1 million shares of common stock. The market price of our common stock
could drop significantly if future sales of substantial amounts of our common
stock occur, or if the perception exists that substantial sales may occur.
11
<PAGE> 13
SELLING SHAREHOLDERS
The following table sets forth the name of each selling shareholder,
the total number of shares of our common stock beneficially owned by each
selling shareholder as of June 15, 2000, and the total number of shares that
each selling shareholder may offer and sell pursuant to this prospectus. The
selling shareholders and certain of their respective pledgees, donees,
transferors and other successors in interest may offer all, none or a portion
of the shares of common stock offered pursuant to this prospectus. See "Plan of
Distribution". The exact number of shares of common stock that each selling
shareholder may retain upon completion of this offering cannot be determined at
this time. However, if all shares of common stock offered pursuant to this
prospectus are sold, upon completion of this offering no selling shareholder
will own more than 1% of our common stock. Except as otherwise indicated by
footnotes below, none of the selling shareholders has had any position, office
or other material relationship with the company within the past three years.
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY
BENEFICIALLY SHARES OFFERED OWNED AFTER
NAME OF BENEFICIAL OWNER OWNED (1) HEREBY THE OFFERING
---------------------------------------------------------- ------------------- -------------------- -------------------
<S> <C> <C> <C>
--
Somerset Capital Partners(2).............................. 7,779,849 7,929,849 --
John Winfield............................................. 500,000 500,000 --
Intergroup Corporation.................................... 500,000 500,000 --
Winston Partners, L.P..................................... 1,605,000 1,605,000 --
Roy T. Oliver, Jr.(3)..................................... 8,120,462 8,195,462 --
Oliver Family Trust(4).................................... 495,312 495,312 --
U.S. Rig & Equipment, Inc.(5)............................. 1,127,079 1,127,079 --
Michael D. Oliver(6)...................................... 1,605,000 1,605,000
Don Bodard 1995 Revocable Trust........................... 1,714,602 1,714,602 --
Roberds Johnson Industries, Inc........................... 399,282 399,282 --
Craig Cannon.............................................. 277,053 277,053 --
GCT Investments, Inc...................................... 1,187,100 1,187,100 --
Empire Holdings, Ltd...................................... 100,657 100,657 --
Layton Humphrey........................................... 705,222 705,222 --
John Day.................................................. 162,953 162,953 --
John Mullen III........................................... 508,605 508,605 --
Spencer Finance Corp...................................... 3,297,436 3,297,436 --
B.F. Interest, Inc........................................ 618,540 618,540 --
Gilbo Invest A/S.......................................... 442,581 422,581 --
Thomas P. Richards(7)..................................... 1,159,080 1,400,000 --
Richards Brothers Interests, L.P.(8)...................... 550,000 750,000 --
William R. Ziegler(9)..................................... 7,779,849 7,774,849 5,000
William T. Donovan(10).................................... 446,882 521,882 --
Cambridge Associates, L.P. (10)........................... 268,660 268,660 --
James K.B. Nelson(11)..................................... 4,769,091 4,769,091 --
Felicity Ventures, Ltd.(12)............................... 3,129,798 3,129,798 --
Steven A. Webster (13).................................... 7,779,849 7,778,849 1,000
Texas A&M Foundation(14).................................. 1,500,000 1,500,000 --
Texas A&M Foundation Trust Company(14).................... 1,500,000 1,500,000 --
Frank M. Brown(15)........................................ 3,000 75,000 3,000
Ivar Siem(16)............................................. 114,500 114,500 --
David J. Lubar............................................ 678,654 678,654 --
Sheldon B. Lubar.......................................... 641,022 641,022 --
Kristine L. Thomson....................................... 619,418 619,418 --
Marianne S. Lubar......................................... 553,411 553,411 --
Tamarack Petroleum Company, Inc........................... 531,047 531,047 --
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY
BENEFICIALLY SHARES OFFERED OWNED AFTER
NAME OF BENEFICIAL OWNER OWNED (1) HEREBY THE OFFERING
---------------------------------------------------------- ------------------- -------------------- -------------------
<S> <C> <C> <C>
Joan P. Lubar 1995 Descendants Trust...................... 351,926 351,926 --
Susan L. Solvang 1995 Descendants Trust................... 351,926 351,926 --
Joan P. Lubar............................................. 276,839 276,839 --
James I. Uihlein Trust No. 4.............................. 255,784 255,784 --
Robert A. Uihlein III Trust No. 4......................... 255,784 255,784 --
Christopher H. Guenther................................... 247,169 247,169 --
Susan Lubar Solvang....................................... 239,450 239,450 --
James C. Rowe............................................. 208,180 208,180 --
Charles I. Trainer 1971 Trust............................. 172,359 172,359 --
Robert B. Trainer, Jr. 1971 Trust......................... 172,359 172,359 --
Steven U. Trainer......................................... 172,359 172,359 --
Cathy B. Rowe............................................. 128,490 128,490 --
James I. Uihlein Trust No. 3.............................. 127,899 127,899 --
Robert A. Uihlein III Trust No. 3......................... 127,899 127,899 --
Robert B. Trainer 1973 Trust.............................. 103,419 103,419 --
Sheldon & Marianne Lubar 1992 Grandchildrens' 90,172 90,172 --
Trust............................................
Peter E. Scherer.......................................... 51,709 51,709 --
John E. Scherer, Jr....................................... 51,709 51,709 --
Joseph Rochford Lubar 1991 Trust.......................... 37,388 37,388 --
Isabelle Kristina Solvang 1990 Trust...................... 37,388 37,388 --
Issac Lubar Siegel 1995 Trust............................. 37,388 37,388 --
Hanna Ernestine Lubar 1991 Trust.......................... 37,388 37,388 --
Sonay Ingrid Solvang 1990 Trust........................... 37,388 37,388 --
Simen A.L. Solvang 1990 Trust............................. 37,388 37,388 --
Patrick Israel Lubar 1994 Trust........................... 37,388 37,388 --
John Lubar Thomson 1991 Trust............................. 28,041 28,041 --
Joseph N.S. Thomson 1991 Trust............................ 28,041 28,041 --
Madeline C. Thomson 1991 Trust............................ 28,041 28,041 --
Rowe Nominees............................................. 7,479 7,479 --
Richard A. Van Deuren..................................... 5,372 5,372 --
Wilhelm Reckendress....................................... 174,015 174,015 --
Gertrud Ellermann......................................... 164,631 164,631 --
W.B. Harrison, Jr......................................... 146,171 146,171 --
</TABLE>
----------
(1) Unless noted otherwise, all shares of common stock are beneficially
owned by the selling shareholders.
(2) Includes 5,000 shares of common stock owned by William R. Ziegler,
1,000 shares of common stock owned by Steven A. Webster, 150,000
shares of common stock which Mr. Ziegler may acquire upon exercise of
options, of which 75,000 are currently exercisable, and 150,000 shares
of common stock which Mr. Webster may acquire upon exercise of
options, of which 75,000 are currently exercisable. Messrs. Ziegler
and Webster are both directors of Grey Wolf, Inc.
(3) Includes 8,045,462 shares of common stock owned by Roy T. Oliver, Jr.,
one of our directors, and 150,000 shares of common stock which he may
acquire upon exercise of options, of which 75,000 are currently
exercisable. Does not include 1,127,079 shares of common stock
beneficially owned through U.S. Rig & Equipment, an entity that is
wholly-owned and controlled by Mr. Oliver, 23,876 shares of common
stock beneficially owned through Mr. Oliver's minor children and
495,312 shares of common stock owned by the Oliver Family Trust for
the benefit of
13
<PAGE> 15
Mr. Oliver's children. Mr. Oliver disclaims beneficial ownership of
the shares of common stock owned by U.S. Rig & Equipment, his children
and the trust.
(4) The Oliver Family Trust is a trust established for the benefit of the
children of Roy T. Oliver, Jr.
(5) U.S. Rig & Equipment is wholly owned and controlled by Roy T. Oliver,
Jr.
(6) Represents shares Michael D. Oliver may acquire upon exercise of an
option granted by U.S. Rig & Equipment. Roy T. Oliver, Jr. is Michael
D. Oliver's brother.
(7) Includes 609,800 shares of common stock which may be acquired upon
exercise of currently exercisable options and 550,000 shares of common
stock beneficially owned by Richards Brothers Interests, L.P., an
affiliate of Mr. Richards. Mr. Richards is the President, Chief
Executive Officer and Chairman of the Board of Grey Wolf, Inc.
(8) Includes 300,000 shares of common stock and 450,000 shares of common
stock which may be acquired upon exercise of options, of which 250,000
are currently exercisable. Richards Brothers Interests, L.P. is a
limited partnership controlled by Thomas P. Richards.
(9) Includes 5,000 shares of common stock, 150,000 shares of common stock
which may be acquired upon exercise of options, of which 75,000 are
currently exercisable, and 7,784,849 shares of common stock offered
under this prospectus by Somerset Capital Partners. Mr. Ziegler is a
director of Grey Wolf, Inc. and a general partner of Somerset Capital
Partners.
(10) Includes 54,604 shares of common stock owned by Cambridge Associates,
L.P. and 150,000 shares of common stock which Mr. Donovan may acquire
upon exercise of options, of which 75,000 are currently exercisable.
Mr. Donovan, one of our directors, is a general partner of Cambridge
Associates, L.P. Mr. Donovan disclaims beneficial ownership of 214,056
shares of common stock owned by Cambridge Associates, L.P.
(11) Includes 1,564,293 shares of common stock, 150,000 shares of common
stock which Mr. Nelson may acquire upon exercise of options, of which
75,000 are currently exercisable and 3,129,798 shares of common stock
owned by Felicity Ventures Ltd., an affiliate of Mr. Nelson. Of the
shares of common stock offered by Mr. Nelson under this prospectus, an
aggregate of up to 1,500,000 shares of common stock may be donated to
the Texas A&M Foundation and the Texas A&M Foundation Trust Company,
as trustee of a charitable reminder trust for which Mr. Nelson will be
an income beneficiary. Mr. Nelson is a director of Grey Wolf, Inc.
(12) James K. B. Nelson indirectly controls Felicity Ventures, Ltd.
(13) Includes 1,000 shares of common stock, 150,000 shares which may be
acquired upon exercise of options, of which 75,000 are currently
exercisable, and 7,784,849 shares of common stock offered under this
prospectus by Somerset Capital Partners. Mr. Webster is a director of
Grey Wolf, Inc. and a general partner of Somerset Capital Partners.
(14) Represents shares of common stock that may be donated by James K. B.
Nelson.
(15) Includes 3,000 shares of common stock owned by Frank Brown and 75,000
shares of common stock which Mr. Brown may acquire upon exercise of
options, of which none are currently exercisable. Mr. Brown is a
director of Grey Wolf, Inc.
(16) Mr. Siem was Chairman of the Board of the Company from August 1995 to
November 1999 and a director of Grey Wolf, Inc. until May 2000.
14
<PAGE> 16
PLAN OF DISTRIBUTION
The selling shareholders may sell shares of our common stock from
time-to-time in transactions, including block transactions, on the exchanges or
quotation systems on which our common stock may be then listed or quoted, or in
transactions not crossing any exchange or public market. Shares may be sold in
privately-negotiated transactions, in underwritten offerings, or by a
combination of such methods of sale. Sales of shares of common stock may be
made at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. As used in this prospectus, "selling shareholders" includes
pledgees, donees, transferees and other successors in interest to the selling
shareholders selling shares received from a selling stockholder after the date
of this prospectus. The selling shareholders may sell shares of our common
stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders or the purchasers of the shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both. The
compensation received by any broker-dealer may be in excess of customary
commissions.
Other methods by which the shares of our common stock may be sold
include, without limitation:
o "at the market" to or through market makers or into an
existing market for our common stock;
o in other ways not involving market makers or established
trading markets, including direct sales to purchasers or
sales effected through agents;
o through transactions in options or swaps or other
derivatives, whether exchange-listed or otherwise;
o through short sales; or
o any combination of any such methods of sale.
The selling shareholders may also enter into option or other
transactions with broker-dealers which require the delivery to those broker
dealers of the common stock offered by this prospectus, which common stock such
broker-dealers may resell under this prospectus. The selling shareholders may
also sell common stock offered by this prospectus in compliance with the
requirements of Rule 144 of the Securities Act.
The selling shareholders and any broker-dealers who act in connection
with the sale of shares of our common stock under this prospectus may be deemed
to be "underwriters" as that term is defined in the Securities Act, and any
commissions received by them and profit on any resale of the shares of our
common stock as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
Under certain registration rights agreements with certain of the
selling shareholders, we have agreed to indemnify certain of the selling
shareholders and each underwriter, if any, against certain liabilities,
including certain liabilities under the Securities Act as amended, or will
contribute to payments such selling shareholders or underwriters may be
required to make in respect of certain losses, claims, damages or liabilities.
After we are notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to
this prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:
o the name of each such selling stockholder and of the
participating broker-dealer(s);
o the number of shares of our common stock involved;
o the price at which such the common stock was sold;
o the commissions paid or discounts or concessions allowed to
such broker-dealer(s), where applicable;
15
<PAGE> 17
o that such broker-dealer(s) did not conduct any investigations
to verify the information set out or incorporated by
reference in this prospectus; and
o other facts material to the transaction.
LEGAL MATTERS
The legality of the securities will be passed upon for us by Porter &
Hedges, L.L.P., Houston, Texas. If the securities are being distributed in an
underwritten offering, certain legal matters will be passed for the
underwriters by counsel identified in the related prospectus supplement.
EXPERTS
The consolidated financial statements of Grey Wolf, Inc. as of
December 31, 1999 and 1998, and for each of the years in the three-year period
ended December 31, 1999, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
16
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the amount of fees and expenses to
be incurred in connection with the issuance and distribution of the securities
registered hereby, other than underwriting discounts and commissions.
<TABLE>
<S> <C>
Registration Fee Under Securities Act.............................................. $ 19,190
Legal Fees and Expenses............................................................ 10,000
Accounting Fees and Expenses....................................................... 2,500
Printing and Engraving Expenses.................................................... 5,000
Miscellaneous Fees................................................................. 5,000
---------
Total..................................................................... $ 41,690
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article 1302-7.06 of the Texas Miscellaneous Corporation Laws
Act, the articles of incorporation of a Texas corporation may provide that a
director of that corporation shall not be liable, or shall be liable only to
the extent provided in the articles of incorporation, to the corporation or its
shareholders for monetary damages for acts or omissions in the director's
capacity as a director, except that the articles of incorporation cannot
provide for the elimination or limitation of liability of a director to the
extent that the director is found liable for:
o a breach of the director's duty of loyalty to the
corporation or its shareholders,
o acts or omissions not in good faith that constitute
a breach of duty of the director to the corporation
or an act or omission that involves intentional
misconduct or a knowing violation of the law,
o any transaction from which the director received an
improper benefit, or
o an act or omission for which the liability of a
director is expressly provided by an applicable
statute.
Article Ten of our Articles of Incorporation, as amended, states that
a director is not liable to the company or its shareholders for monetary
damages except to the extent otherwise expressly provided by the statutes of
the State of Texas.
In addition, Article 2.02-1 of the Texas Business Corporation Act (the
"TBCA") authorizes a Texas corporation to indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding,
including any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative, or investigative because
the person is or was a director.
The TBCA provides that unless a court of competent jurisdiction
determines otherwise, indemnification is permitted only if it is determined
that the person:
o conducted himself in good faith;
o reasonably believed (a) in the case of conduct in
his official capacity as a director of the
corporation, that his conduct was in the
corporation's best interests; and (b) in all other
cases, that his conduct was at least not opposed to
the corporation's best interests; and
o in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was
unlawful.
II-1
<PAGE> 19
A person may be indemnified under Article 2.02-1 of the TBCA against
o judgments,
o penalties (including excise and similar taxes),
o fines,
o settlements, and
o reasonable expenses actually incurred by the person
(including court costs and attorneys' fees).
However, if the person is found liable to the corporation or is found
liable on the basis that personal benefit was improperly received by him, the
indemnification is limited to reasonable expenses actually incurred and shall
not be made in respect of any proceeding in which the person has been found
liable for willful or intentional misconduct in the performance of his duty to
the corporation. A corporation is obligated under Article 2.02-1 of the TBCA to
indemnify a director or officer against reasonable expenses incurred by him in
connection with a proceeding in which he is named defendant or respondent
because he is or was a director or officer if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding.
Under Article 2.02-1 of the TBCA a corporation may:
o indemnify and advance expenses to an officer,
employee, agent or other persons who are or were
serving at the request of the corporation as a
director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of
another entity to the same extent that it may
indemnify and advance expenses to its directors,
o indemnify and advance expenses to directors and such
other persons set forth above to such further
extent, consistent with law, as may be provided in
the corporation's articles of incorporation, bylaws,
action of its board of directors, or contract or as
permitted by common law.
o purchase and maintain insurance or another
arrangement on behalf of directors and such other
persons set forth above against any liability
asserted against him and incurred by him in such a
capacity or arising out of his status as such a
person.
The Bylaws of the company set forth specific provisions for
indemnification of directors, officers, agents and other persons which are
substantially identical to the provisions of Article 2.02-1 of the TBCA
described above.
The company maintains directors' and officers' insurance. The company
has entered into agreements to indemnify certain of its executive officers
regarding liabilities that may result from such officer's service as an officer
or director of the company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ -----------
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*23.1 -- Consent of KPMG LLP.
*23.2 -- Consent of Porter & Hedges, L.L.P. (included in
Exhibit 5.1).
*24.1 -- Powers of Attorney (included on signature page).
---------
* Filed herewith.
II-2
<PAGE> 20
ITEM 17. UNDERTAKINGS
(a) The undersigned company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Securities
Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed by the
undersigned company pursuant to Section 13 of Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
into this registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the company pursuant to the foregoing provisions, or otherwise the company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by company of
expenses incurred or paid by a director, officer or controlling person of the
company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 6th day of July
2000.
GREY WOLF, INC.
By: /s/ DAVID W. WEHLMANN
-------------------------------------
David W. Wehlmann,
Senior Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below, constitutes and appoints Thomas P. Richards, David W. Wehlmann
and Merrie S. Costley and each of them, our true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, to do any and
all acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable Grey Wolf, Inc. to comply with the Securities Act
of 1933, as amended (the "Securities Act") and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
filing with the Securities and Exchange Commission of the Registration
Statement on Form S-3 under the Securities Act, including specifically but
without limitation, power and authority to sign the name of the undersigned to
such Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments and additional registration statements
filed pursuant to Rule 462 of the Securities Act), and to file the same with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, to sign any and all applications,
Registration Statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
and any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
II-4
<PAGE> 22
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ THOMAS P. RICHARDS Chairman of the Board, President June 29, 2000
------------------------------------------- and Chief Executive Officer
Thomas P. Richards
/s/ WILLIAM R. ZIEGLER Vice Chairman of the Board and July 6, 2000
------------------------------------------- Director
William R. Ziegler
/s/ WILLIAM T. DONOVAN Director July 6, 2000
-------------------------------------------
William T. Donovan
Director July 6, 2000
-------------------------------------------
James K. B. Nelson
/s/ ROY T. OLIVER, JR. Director July 3, 2000
-------------------------------------------
Roy T. Oliver, Jr.
Director July 6, 2000
-------------------------------------------
Frank M. Brown
/s/ STEVEN A. WEBSTER Director July 6, 2000
-------------------------------------------
Steven A. Webster
/s/ DAVID W. WEHLMANN Senior Vice President and July 6, 2000
------------------------------------------- Chief Financial Officer
David W. Wehlmann (Principal Financial Officer)
/s/ MERRIE S. COSTLEY Vice President and Controller July 6, 2000
------------------------------------------- (Principal Accounting Officer)
Merrie S. Costley
</TABLE>
II-5
<PAGE> 23
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*23.1 -- Consent of KPMG LLP.
*23.2 -- Consent of Porter & Hedges, L.L.P. (included in
Exhibit 5.1).
*24.1 -- Powers of Attorney (included on signature page).
</TABLE>
---------
* Filed herewith.
